Core Viewpoint - Guess?, Inc. is set to go private in a $1.4 billion deal with Authentic Brands Group, resulting in a significant increase in stock price and shareholder value [1][2]. Group 1: Deal Details - The definitive agreement involves co-founders Maurice Marciano, Paul Marciano, and CEO Carlos Alberini, along with Authentic Brands Group, taking Guess? private [2]. - Shareholders will receive $16.75 per share in cash, representing a 73% premium over the closing price on March 14, 2025, prior to the acquisition proposal [2]. - Authentic Brands Group will acquire 51% of Guess?'s intellectual property, while the Marcianos and Alberini will retain 49% [3]. Group 2: Transaction Timeline and Financials - The transaction is expected to close in the fourth quarter of Guess?'s 2026 fiscal year, subject to customary approvals [4]. - Financing will be sourced from rollover equity by the Rolling Stockholders and cash commitments from Authentic Brands [4]. - Guess? plans to continue paying a quarterly dividend of $0.225 per share until the deal closes [4]. Group 3: Market Reaction - Following the announcement, Guess? stock closed up 26.31% at $16.85 [4].

Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Guess?, Inc. to Authentic Brands Group for $16.75 per share, which is significantly lower than its 52-week high of $21.81, indicating a potentially opportunistic acquisition [1][4]. Group 1: Sale Details - Guess? has agreed to be sold for $16.75 per share in cash to Authentic Brands Group [4]. - The sale price is notably below Guess?'s 52-week high of $21.81 per share, raising concerns about the fairness of the transaction [1][4]. Group 2: Shareholder Concerns - Certain existing shareholders, including co-founders and the CEO, will roll over their shares into equity interests in the post-close entity, a benefit not extended to public stockholders [2][5]. - The sale was approved by a Special Committee of the Board, which may have conflicts of interest affecting its members [3][6]. Group 3: Investigation Focus - The investigation by Wohl & Fruchter LLP aims to determine if the Special Committee acted in the best interests of Guess? shareholders, including the independence of its members and the fairness of the sale price [7].

About this content About Emily Jarvie Emily began her career as a political journalist for Australian Community Media in Hobart, Tasmania. After she relocated to Toronto, Canada, she reported on business, legal, and scientific developments in the emerging psychedelics sector before joining Proactive in 2022. She brings a strong journalism background with her work featured in newspapers, magazines, and digital publications across Australia, Europe, and North America, including The Examiner, The Advocate, The ...

格隆汇8月20日丨知名服装品牌Guess(GES.US)盘前涨超25%。消息面上，Guess同意以每股16.75美元现 金收购价完成私有化。 | | D Guen SH @E EK JK JIC 4K 4X JIC 4K 4X 10X 10 5G 109 1559 109 1559 3001 4500 1000 1700 172 120 172 120 12:10K = | | | BA- @ D- 10 & 2 VS FIB CL | | --- | --- | --- | --- | --- | | | のの中ののののののといいということできるのの | | | | | | 立地出版 287,39万 白川日报 47,29万 三番市(216.790 最佳信 13,640 | | | @ @ C - MSMM | | 16.740 | | | | 25.09% | | 11.645 | | | | 14,75% | | 16.500 | | | | 219J% | | 16418 | | | | 210079. | | 14.344 | | | | 22,22% | | 14.7761 | | | | 我指出 ...

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the proposed buyout of Guess? Inc. at a price of $13.00 per share, which may undervalue the company's shares significantly [1][3]. Group 1: Buyout Proposal Details - On March 17, 2025, Guess? announced a buyout proposal from WHP Global for unaffiliated shareholders at $13.00 per share [2]. - The proposed buyout price is significantly lower than Guess?'s 52-week high of over $33.00 per share [3]. - The buyout price is also below analyst price targets for Guess? shares, which exceed $18.00 per share [3]. Group 2: Investigation Purpose - The investigation aims to determine if the proposed buyout price is fair and represents adequate monetary consideration for Guess? shares [3]. - Shareholders are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [4].

Core Viewpoint - Kaskela Law LLC has initiated an investigation into the fairness of the proposed buyout of Guess? Inc. to assess whether the buyout price adequately reflects the value of the company's shares [1][3]. Buyout Proposal - On March 17, 2025, Guess? announced a buyout proposal from WHP Global, offering $13.00 per share to unaffiliated shareholders [2]. - The proposed buyout price of $13.00 is significantly lower than Guess?'s 52-week high of over $33.00 per share [3]. - The buyout offer is also below analyst price targets for Guess? shares, which exceed $18.00 per share [3]. Investigation Purpose - The investigation aims to determine if the proposed buyout price is fair and provides sufficient monetary consideration for Guess? shareholders [3].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 03, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11893 GUESS?, INC. (Exact name of registrant as specified in its charter) (Address of principal executive offices and zip co ...

Core Insights - Guess?, Inc. (GES) reported a year-over-year increase in top-line revenue for the first quarter of fiscal 2026, driven by the acquisition of rag & bone, although the bottom line showed a decline compared to the previous year [1][10] Quarterly Performance: Key Metrics & Insights - Adjusted loss per share was $0.44, better than the Zacks Consensus Estimate of a loss of $0.70, but worse than the adjusted loss of $0.27 in the same quarter last year [2][10] - Net revenues reached $647.8 million, a 9% increase year-over-year, surpassing the consensus estimate of $631 million; on a constant-currency basis, revenues rose 12% [2] - Gross margin decreased to 39.9% from 41.9% in the prior-year quarter, while adjusted SG&A expenses rose to 44% from 43.2% [3] Segmental Performance - Americas Retail segment revenues increased by 9% in U.S. dollars and 12% at constant currency, but retail comparable sales declined by 11% in U.S. dollars and 9% at constant currency [5] - Americas Wholesale revenues surged by 63% on a reported basis and 70% at constant currency, although the operating margin fell to 19.9%, down 2.8% year-over-year [6] - Europe segment revenues grew by 8% on a reported basis and 9% at constant currency, with retail comparable sales decreasing by 4% [7] - Asia revenues dropped by 20% on a reported basis and 16% at constant currency, with retail comparable sales down 24% [8] Financial Health Snapshot - The company ended the quarter with cash and cash equivalents of $151.2 million and long-term debt of approximately $241.7 million; stockholders' equity was around $483.6 million [11] - Net cash used in operating activities for the quarter was negative $73.4 million, with free cash flow also negative at $96.4 million [11] Future Expectations - For fiscal 2026, GES expects revenue growth between 5.5% and 7.4%, an increase from the previous outlook of 3.9% to 6.2% [13] - Adjusted EPS is projected to be between $1.32 and $1.64, down from the prior estimate of $1.32 to $1.76 [14] - For the second quarter of fiscal 2026, revenue growth is expected to be between 2.9% and 4.7%, with adjusted EPS ranging from 11 to 21 cents [15]

Financial Data and Key Metrics Changes - Total company revenues increased by 9% in U.S. dollars to $648 million, with a 12% increase in constant currency, primarily driven by the acquisition of Rag and Bone, which contributed nine points to constant currency growth [43][44] - Adjusted operating loss totaled $26 million, with an adjusted operating margin of -4%, reflecting a decline of 270 basis points compared to the previous year [51] - Adjusted diluted loss per share was $0.44, an increase from an adjusted loss per share of $0.27 in the prior year [51] Business Line Data and Key Metrics Changes - The core Guess business grew by 3% in constant currency, with wholesale businesses in Europe and The Americas offsetting negative comps from direct businesses [43][44] - In the Americas retail segment, revenues grew by 9% in U.S. dollars, reaching $157 million, driven primarily by the acquisition of Rag and Bone [46] - The European wholesale business posted mid-teen growth rates, while retail comps in Europe declined by 4% in U.S. dollars [9][44] Market Data and Key Metrics Changes - The Americas wholesale business saw a 63% increase in revenues in U.S. dollars, driven by Rag and Bone and higher shipments [48] - Revenues in Asia decreased by 20% in U.S. dollars, with significant declines in South Korea and China, where the company is constraining operations [49] - Licensing segment revenues declined by 14% to $25 million, with royalties from fragrances and footwear decreasing [50] Company Strategy and Development Direction - The company is focusing on improving retail productivity and brand awareness through increased marketing investments and a new customer loyalty program launched in Europe [19][20] - Strategic initiatives include enhancing supply chain capabilities, optimizing product assortments, and addressing pricing strategies to attract a broader customer base [21][22][23] - The company is examining its store portfolio to ensure each location serves a strategic purpose, with plans to close non-strategic stores in North America [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the integration of Rag and Bone and its contribution to growth, with expectations for the brand to exceed $320 million in revenue this year [65] - The company anticipates revenue growth for the full year in the range of 5.5% to 7.4%, driven by solid growth from European wholesale and the full-year impact of Rag and Bone [37][38] - Management acknowledged challenges in traffic and sales in Asia but remains committed to finding a partner to manage operations in that market [10][29] Other Important Information - The company ended the quarter with $638 million in inventory, a 15% increase in U.S. dollars, primarily to mitigate supply chain disruptions [52] - Capital expenditures for the quarter were $22 million, mainly for store remodels and technology investments [54] - The Board approved a regular quarterly cash dividend of $0.30 per share [55] Q&A Session Summary Question: Can you discuss the organic growth expectations for Rag and Bone? - Management expressed satisfaction with Rag and Bone's performance, expecting it to exceed $320 million in revenue this year, driven by strong wholesale and direct-to-consumer sales [63][65] Question: What is the outlook for the Americas retail business? - Management noted improvements in conversion rates and positive comps in women's apparel, despite ongoing traffic challenges [72][75] Question: How should investors think about inventory levels moving forward? - Management indicated that the current inventory increase is intentional to support business needs, with plans to streamline inventory levels once supply chain issues normalize [92][95]

Financial Data and Key Metrics Changes - Total company revenues increased by 9% in U.S. dollars to $648 million, with a 12% increase in constant currency, primarily driven by the acquisition of Rag and Bone, which contributed nine points to constant currency growth [42][43] - Adjusted operating loss totaled $26 million, with an adjusted operating margin of negative 4%, reflecting a decline of 270 basis points compared to the previous year [50] - Adjusted loss per share was $0.44, an improvement from an adjusted loss per share of $0.27 in the prior year [50] Business Line Data and Key Metrics Changes - The core Guess business grew by 3% in constant currency, with wholesale businesses in Europe and The Americas offsetting negative comps from direct businesses [42][43] - In the Americas wholesale segment, revenues increased by 63% in U.S. dollars to $101 million, driven by the addition of Rag and Bone and higher shipments [47] - The European retail segment saw a constant currency comp decrease of 4%, while the Americas retail segment experienced a 10% decline in constant currency comps [8][46] Market Data and Key Metrics Changes - The European wholesale business posted mid-teen growth rates, while the Asian market faced significant challenges, with revenues declining over 20% [6][9] - In Asia, revenues decreased by 20% in U.S. dollars to $58 million, with retail comps declining by 20% in constant currency [48] - Licensing segment revenues declined by 14% to $25 million, with royalties from fragrances and footwear decreasing [49] Company Strategy and Development Direction - The company is focusing on improving retail productivity, enhancing brand awareness, and optimizing its business model to improve profitability [15][24] - Strategic initiatives include increasing marketing investments, launching a customer loyalty program, and rebalancing product assortments to address pricing sensitivity [18][22] - The company is also examining its store portfolio and plans to reduce its North America store fleet by approximately 20 stores [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the potential for improved retail trends in the second half of the year, driven by marketing and productivity initiatives [36][59] - The company expects full-year revenue growth in the range of 5.5% to 7.4%, with adjusted operating margins between 4.4% and 5.1% [36][57] - Management acknowledged ongoing challenges in traffic and sales, particularly in Asia, but noted improvements in conversion rates and average unit retail [73][78] Other Important Information - The company ended the quarter with $638 million in inventory, a 15% increase compared to the previous year, primarily due to proactive measures to mitigate supply chain disruptions [51][94] - The transition to a new Chief Financial Officer, Alberto Toney, is expected to enhance operational efficiency and long-term value creation [38] Q&A Session Summary Question: Can you discuss Rag and Bone's organic growth expectations and the trajectory of the Americas retail business? - Management expressed satisfaction with Rag and Bone's performance, expecting it to exceed $320 million in revenue this year, driven by new store openings and strong wholesale growth [66][67] - For the Americas retail business, management noted ongoing traffic challenges but highlighted improvements in conversion rates and product assortment strategies [73][74] Question: How should we think about inventories for the rest of the year? - Management indicated that the 15% increase in inventory was intentional to support business needs and mitigate supply chain challenges, with plans to streamline inventory levels over the medium term [93][95] Question: Update on Guess? Jeans? - Management reported positive developments in the Guess? Jeans business, particularly in Europe, with ongoing improvements in product offerings and distribution [99]